Tuesday, February 12, 2008

General Motors Corporation (NYSE: GM) reported a $38.7 billion net loss for 2007, a company record. Though the shockingly large figure is an accounting reality more than a business one – GM used $39 billion of tax credits in the third quarter of the year that would have otherwise expired.
 
Despite tax management being the bulk of the loss, GM had combined losses of $1.7 billion in North American markets compared to a more modest profit of $437 from Latin America and Asia. The U.S. auto market has seen weaker sales in general recently due to a slow economy, but U.S. automakers Ford Motor Company (NYSE: F) and GM are particularly vulnerable because of their reliance on expensive pickup trucks and SUVs that use more fuel and require more financing. This combination generally makes them more difficult to sell in weak economies or during periods of higher fuel costs, both of which the U.S. is now experiencing.
 
Acknowledging the reality that U.S. sales may continue to be problematic, GM Chief Financial Officer Fritz Henderson said in the wake of today’s announcement “We are talking about global automotive operations -- that is where we see an improvement.”
 
GM is also seeking to minimize its largest cost, labor. It announced, in an unprecedented move, that it is offering voluntary buyouts to all of its U.S. union workers, totalling about 74,000 employees.
 
Depending on the employee, the offer includes up to a $62,500 payout in the form of a lumpsum of cash, retirement benefits or an annuity. The buyout is designed to drastically reduce the number of UAW represented employees and replace them with lower-wage workers in an attempt to compete globally. Even so, most analysts doubt GM will be able to make a profit in 2008.
 
Though GM faces severe challenges, the company still has more than $27 billion in cash and remains the world’s largest automaker. Whether or not it can maintain either of these positions may largely rest on the success of its worker buyout program.
 
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2/12/2008 6:44:01 PM UTC  #    Comments [0]  |  Trackback

GAIA Logo

Gaiam, Inc. (NDAQ: GAIA) announced the spin off of its Real Goods Solar (NDAQ: RSOL) unit last week in a move that could substantially boost shareholder value. Real Goods Solar installs residential solar energy systems in California and claims roughly 2/3 of the residential solar market. A market that values solar will surely find value in this pure play that promises to net a substantial amount of cash for Gaiam and its shareholders. So, should you look at buying into this hot new issue?

Initial public offerings in hot sectors like this generally spike early in their trading, which can make it difficult for investors to obtain a good price. Luckily, this particular spin off scenario gives investors the ability to obtain shares in the spin off company by purchasing shares in the parent before the separation. Essentially, shareholders are given the ability to get on the ground floor of one of the largest pure-play players in one of the fastest growing industries in the market.

Gaiam itself is also a strong, diversified company focusing on “green” products. Real Goods Solar will take over the company’s solar operations while the retail division will continue to focus on selling products like yoga supplies, exercise equipment, eco friendly home supplies and much more. Combined, the units are quickly growing with earnings rising more than 40% last year and a projected 50% in 2008. Currently, Gaiam commands a steep 75x multiple, but strong growth may justify that with a PEG ratio that is within the norm.

In the end, Gaiam is a great company and this spin off should only unlock additional value for shareholders. This is one of the few opportunities to get on the ground floor of the solar boom, but investors should carefully watch the terms of the spin off in case pricing goes beyond a tax free distribution. Combined, these factors make GAIA a stock that is definitely worth watching over the next few months!

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Magma Industries Ltd.

2/12/2008 6:24:25 PM UTC  #    Comments [0]  |  Trackback

PBSO Logo

Point Blank Solutions, Inc. (OTC:PBSO) may be a small company with a market cap of just $188 million but some investors see big value in the body armor maker. Warren Lichtenstein’s Steel Partners is one such investor who offered to acquire the company for no less than $5.50 per share in cash. Unfortunately, the company rejected the offer last year and the activist hedge fund is now nominating its own slate of directors to take over the board and presumably force a sale. So, is this a stock worth buying at these depressed levels?

Point Blank shares plummeted after former chief executive David Brooks was charged last October with securities fraud, insider trading, tax evasion, and other offenses. Prosecutors alleged that he improperly inflated corporate profits and made the company pay for personal expenses including a face-lift for his wife. The news infuriated shareholders as the stock sank from around $6.20 per share to around $2.70 per share earlier this year. Shareholders are now ready for a change as shares continue to fall as investors are losing hope.

Steel Partners then announced this week that it would be taking matters into its own hands by nominating five of its own directors to the company’s board. The activist hedge fund has extensive experience working with and maximizing the value of other public companies in the defense industry, including United Industrial Corporation, Aydin Corp., ECC International corp. and Tech-Sym Corp. Additionally, the proposed directors have extensive experience in the defense industry and could provide valuable insight for the company to turn itself around after the disaster last October.

Very little has changed materially since the $5.50+ offer from Steel Partners, so it should be interesting to see whether the offer is still on the table. If so, that would mean a 37.5%+ premium to the current market price of $3.97. Otherwise, if the firm simply works to turn around the company it could lead to even higher share prices if successful. Combined, these factors make PBSO a stock that is definitely worth watching over the next few months!

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2/12/2008 5:43:39 PM UTC  #    Comments [0]  |  Trackback
Intel Corporation (NASDAQ: INTC) is not having a particularly good week. On the heels of being sued by the University of Wisconsin-Madison for patent violation on its Core 2 Duo processors, the company has been raided by the European Union on suspicion of violating antitrust practices.

The raid was conducted by the European Competition Commission and included some retailers selling Intel products as well. A spokesperson for the Commission, Jonathan Todd, said "Commission officials carried out unannounced inspections at the premises of a manufacturer of central processing units and a number of personal computer retailers [because of suspicions that the companies] may have violated [European Community] Treaty rules on restrictive business practices and/or abuse of a dominant market position."

Though this is a breaking story with few substantive details, Intel spokesperson Chuck Mulloy confirmed the raids saying “There has been a raid on our offices in Munich. As is our normal practice, we are cooperating with authorities."

A raid on a legitimate business enterprise for antitrust reasons may seem extreme by U.S. standards, but the European Union has greater powers and is far more active than antitrust regulators here. The Competition Commission can fine companies up to 10% of their global revenue.

Examination of Intel by the Commission began in 2001 when Advanced Micro Devices Inc. (NYSE: AMD) sent a complaint alleging Intel was abusing its dominant market position. Besides these raids, Intel was already facing a hearing in Brussels later this month regarding allegations that it sold processors below cost in an attempt to bully AMD out of the market.

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2/12/2008 4:29:04 PM UTC  #    Comments [0]  |  Trackback

YHOO Logo

Yahoo Inc.’s (NDAQ: YHOO) Jerry Yang lays out a very compelling argument for why he rejected the Yahoo bid in a letter to employees that we obtained through an 8-K filing with the SEC.


Here’s a transcript of the e-mail (exhibit 99.1):

Subject: our board’s decision

as you’ll see from the news release we issued today, our board of directors has reviewed microsoft’s unsolicited proposal with yahoo!’s management, financial and legal advisors. after a careful evaluation, the board has unanimously concluded that the proposal is not in the best interests of yahoo! and our stockholders. of course, the board of directors is continuously evaluating all of its strategic options in the context of the rapidly evolving industry environment and we remain committed to pursuing initiatives that maximize value for stockholders.

we believe microsoft’s proposal substantially undervalues yahoo!-including our highly recognizable global brand, large worldwide audience, significant recent investments in advertising platforms, future growth prospects, our ability to generate free cash flow and our earnings potential as well as substantial unconsolidated investments (like alibaba and yahoo! japan).

you deserve the credit for the tremendously valuable business we have built. all of us in management, as well as the members of the board, deeply appreciate and respect what you have done and continue to do in order to maintain and enhance yahoo!’s leadership position in the online world.

we have been very deliberate about the steps we are taking to position yahoo!. we are putting in place the pieces we need to accelerate growth by becoming a leading starting point for users and the must buy for advertisers. the global online advertising market is projected to grow from $45 billion in 2007 to $75 billion in 2010, and our more focused strategies position us to capture an even larger share of this market. we are moving to take advantage of this unique window of time in the growth of the online advertising market to build market share and to create value for stockholders.

several key assets form a solid foundation as we execute this strategy. first, our global brand is a tremendous base from which to build leadership as the starting point for internet use: yahoo! is one of the most recognizable and admired brands in the world. we have some 500 million users (1 out of every 2 internet users worldwide). in the u.s., we are #1 in personalized home pages, mail, music, news, sports, shopping and travel. yahoo! also is #1 in time spent on our sites, an increasingly important metric for marketers.

second, our substantial operating cash flow, which we expect to grow in the double digits in 2009, gives us the financial flexibility to execute our plans.

third, we have made important investments in our core computing infrastructure that provides us greater scalability and increases the rate of iteration on core technologies like algorithmic search as much as tenfold. and of course, you’re familiar with our investments in enhanced search technology through panama. these assets-the brand, the audience, the financial strength, and the technology-position us to capitalize on this pivotal moment for yahoo!
and the online marketplace. of course, our most important resource is you: the thousands of creative, passionate and committed yahoos who are executing our strategies to deliver value for users, advertisers, publishers-and stockholders.

as you know, we have taken significant steps to refocus our business on our starting point-must buy strategies. and we’re making headway. starting points: our goal is to grow visits to key yahoo! starting points and properties, by approximately 15% per year over the next several years. and we’re on the move: we are the most visited site in the u.s., and the number of u.s. users grew strongly in the double-digits in 2007 on our yahoo.com home page alone. as our open platform takes shape it will significantly accelerate that growth.

mobile, as an area of focus, is the biggest emerging starting point in the world. with twice as many mobile users as personal computer users and projections for substantial advertising growth in mobile, we have an important competitive edge as the number one mobile destination in the u.s. and we are building a superior mobile experience for yahoo! users to further capitalize on this opportunity.

must buy: at the same time, we will increasingly make online advertising easier and more effective for marketers, opening up new ways for them to address consumers. our right media exchange, acquired last year, is more open and easy to use, simplifying transactions for buyers and sellers of online ad inventory. another 2007 acquisition, blue lithium, brings us best in class performance marketing. while we’ve historically tracked the success of our ad business by focusing on metrics related to our owned and operated sites, our goal is to increase the percentage of the total online advertising demand we touch-to 20% of our addressable market over the next several years, from an estimated 15% in 2007.

our newspaper consortium, is a great example. it has grown to more than 600 newspapers, up from just 264 just seven months ago. combined with ebay, comcast, at&t and others, we are creating a valuable, unique network of premium sites to serve our advertisers.

our key strategies will be enhanced by our adoption of platforms that welcome third party developers and encourage new applications that will enrich the user experience.

finally, beyond our core strategies, there’s the added benefit of our substantial, unconsolidated investments in china and japan: we have major positions in yahoo! japan, the leader in its market and alibaba, which is strongly positioned in china, a market with enormous growth potential.

we have accomplished a great deal in a very short time. yahoo! is a faster-moving, better organized, more nimble company well on its way to transforming the experiences of its users, advertisers, publishers and developers.

i hope you are as proud as i am of the yahoo! we have built and we continue to build. thanks for your hard work.

jerry

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2/12/2008 4:08:44 PM UTC  #    Comments [2]  |  Trackback
 Monday, February 11, 2008
Intel Corporation (NDAQ: INTC) had a lawsuit filed against it last week alleging patent infringement in the production of the Core 2 Duo microprocessor. The suit was brought by the Wisconsin Alumni Research Foundation, commonly called WARF, which is the private, non-profit organization that coordinates the University of Wisconsin-Madison's patents.

The complaint says that the Core 2 Duo architecture infringes on WARF’s U.S. Patent "Table Based Data Speculation Circuit for Parallel Processing Computer." The patent was based on work done in 1998 by the University’s current head of computer sciences Professor Gurindar Sohir.

WARF’s head legal counsel, Michael Falk, says “The technology of the UW-Madison researchers has been widely recognized in the field of computer architecture as a pioneering invention…significantly enhances opportunities for instruction level parallelism in modern processors, thereby increasing their execution speed.” Intel's Core 2 Duo processor allegedly take advantage of these improvements which allows them to increase performance by 40% while decreasing power consumption.

Falk also claims that Intel was repeatedly contacted as far back as 2001 regarding the opportunity to license the technology but failed to do so. Intel has yet to formally respond to the lawsuit, with a spokesperson for the company only saying that "We dispute their claims and we certainly intend to conduct a vigorous defense.”

Intel is no stranger to such patent infringement suits. In fact, this last October the company settled similar dispute with Transmeta Corp. (NASDAQ: TMTA) over processor technologies in the Core and Pentium lines.

Intel ultimately agreed to pay $250 million to the company. WARF is seeking unspecified damages plus associated costs of the suit. Though Intel certainly seems to plan on putting up a fight, WARF is no amateur when it comes to defending its patents. The organization has obtained over 1,820 patents since its inception and manages more 1,500 licensing agreements worldwide. If history is any guide, it seems likely Intel will eventually pay-up, the only question is, for how much?

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2/11/2008 7:41:02 PM UTC  #    Comments [0]  |  Trackback

RED Logo

Reddy Ice Holdings, Inc. (NYSE: FRZ) appears to be in great shape after its planned merger with GSO Capital Partners fell through thanks to troubles in the credit market. The packaged ice provider is now set to receive nearly $25 million in breakup fees from the hedge fund while continuing to explore strategic alternatives. This turn of events is music to the ears of shareholders - many of whom saw the acquisition price as grossly inadequate. Shareholders are now hoping that the company will find another potential suitor or other ways to unlock value in the company’s stock. So, what does all of this mean for investors?

The smart money is picking up more and more shares. Shamrock Activist Value Fund was one of the original investors to push for a sale, but failed to be impressed by GSO Caiptal Partner’s buyout price. Now that the bid has fallen through, the firm recently increased its stake to roughly 2.6 million shares, representing a 12.1 percent stake in the company, from 1.8 million shares, or an 8.3 percent stake in the company. Already, this kind of large buying has propelled shares beyond the original buyout price and into new territory ahead of future developments. It looks like many hedge funds and institutional investors see value in the stock.

Reddy Ice itself has also posted some nice financial results. The company said its preliminary results show it will slightly exceed the upper range of its previous forecast for 2007 revenues of between $332 million and $338 million. Net income is set to come in slightly below the lower end of its forecast of between $11.3 million and $15.4 million. The results show continued revenue growth, but with some pressure on margins thanks to the difficult economic environment. However, the $25 million breakup fee should provide a one-time boost to shares while management explores other options to unlock value for shareholders.

In the end, Reddy Ice said that it would continue to explore transactions with GSO and review other alternatives available to the company. The stock continues to trade near its 52-week low while being accumulated by activist hedge funds ahead of another review of strategic alternatives - a recipe for success in many books. Combined, these factors make FRZ a stock that is definitely worth watching over the next few months!

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2/11/2008 7:20:16 PM UTC  #    Comments [0]  |  Trackback

WEN Logo

Wendy’s International Inc. (NYSE: WEN) directors may have to fight for their jobs after Nelson Peltz moves forward with his plans to overtake the company. The activist investor demanded that the board expand in size to 15 directors and plans to nominate six of his own if it is adopted. Otherwise, the 9.8 percent owner says that he plans to nominate four to the board at the next annual meeting - giving him a majority vote. Shareholders are hoping that the activist investor will finally take action to unlock value in the company that has seen its shares drop amid internal problems and economic gloom.

Nelson Peltz’s Triac Companies made a bid for Wendy’s last November, but fell short of an expected $37 to $41 bid and was rejected. Since then, Wendy’s has been evaluating its strategic options and plans to finalize its evaluation very soon. However, the board noted that it wouldn’t exercise discretionary authority to vote on any shareholder proposal received by February 11th. The sudden deadline clearly presented a problem for Peltz’s Trian fund as it now had to rush to propose its new plans. The April 24th annual meeting should shore up to be an interesting one with these new nominations and the results of the strategic options evaluation.

Wendy’s shares have been beaten off of their $42 highs to their current levels of around $23 per share. The downward spiral came as a result of failed M&A talk surrounding the stock combined this the recent economic downturn that has many believing that discretionary consumer spending could slow and hurt fast food chains. The nation’s third largest burger chain recently announced strong fourth quarter earnings that quadrupled from a year ago, but it fell just short of Wall Street expectations. Many believe that Wendy’s will continue to show strong results stemming from recent marketing campaigns and an impressive turnaround.

In the end, shareholders are looking forward to the April 24th annual meeting that should either put the company up for sale or show unlock shareholder value through other means. Peltz’s actions only further encourage the company to take some action or risk being taken over and sold off at any price. After spending $6.5 million studying options for the company, hopefully shareholders will be better off. Combined, these factors make WEN a stock worth watching closely over the next few months!

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2/11/2008 6:40:30 PM UTC  #    Comments [0]  |  Trackback

YHOO Logo

Yahoo! Inc. (NDAQ: YHOO) officially rejected last week’s bid by Microsoft Corporation (NDAQ: MSFT) saying that it substantially undervalued the company. The search giant announced that it was continually evaluating all of its strategic options in the context of the rapidly evolving industry environment and remains committed to pursuing initiatives that maximize value for all shareholders. Many analysts believe that Yahoo pegs its true value at around $40 per share, which is substantially higher than Microsoft’s offer but much lower than its share price has been for some time. So, what’s next in this saga?

Yahoo directors are reportedly exploring many options. The first is to attempt to get a higher bid out of Microsoft, which can surely afford it. While this is certainly a possibility, many are not sure just how high the software giant will be willing to go before just making its takeover hostile. Yahoo is also reportedly considering outsourcing its search to Google Inc. (NDAQ: GOOG) in order to increase its cash flow and institute a share buyback or offer its investors a cash dividend. The final option is looking elsewhere for possible suitors, which could prove to be difficult with the current credit market conditions.

Many are now saying that Yahoo may be in talks with Time Warner’s (NYSE: TWX) AOL division. The two attempted to forge a deal in the past, but were unable to agree on some key issues. Shareholders are hoping that the urgency created by the Microsoft merger will now spur them into new talks. Many believe that this offer could be substantially higher, but would likely be a stock offer as opposed to a cash offer. After all, not many have billions in cash in the bank like Microsoft - especially these days.

In the end, Microsoft is simply trying to steal Yahoo from under the table given its extremely cheap stock and poor relative valuations. Microsoft’s offer certainly came at a nice premium that will be hard to reject without more offers, but nevertheless, they are receiving a great deal. Meanwhile, directors at Yahoo are exploring their other options to get at least $12 billion more from Microsoft ($40 per share), or find another buyer who is willing to pay what they believe is a fair value for the company. Regardless, this is definitely a stock worth watching!

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2/11/2008 4:35:26 PM UTC  #    Comments [0]  |  Trackback
 Friday, February 08, 2008

ADS Logo

Alliance Data Systems Corporation (NYSE: ADS) shares resumed trading today after the company announced that it had voluntarily dropped its lawsuit against The Blackstone Group (NYSE: BX). The two companies have been involved in a heated lawsuit over a botched acquisition that came amid turmoil in the credit and debt markets. Many shareholders are now speculating that the two have reached an agreement that could help propel shares substantially higher. So, should you look at picking up some Alliance Data shares ahead of any announcement?

Alliance Data, which provides credit card services for retailers, sued Blackstone in an effort to force them to carry out the terms of a May 2007 proposal to buy the company for $81.75 per share ($6.4 billion). The deal fell apart as funding for private equity became more expensie amid turmoil in the debt markets. Blackstone argued that the operational and financial burdens on the company could not be reasonably assumed given these new developments. However, the private equity firm did say that it was committed to working toward the closing of its acquisition of the company.

Alliance Data Systems is currently trading at $55.06, which is substantially lower than the initial $81.75 per share buyout price. The fact that Alliance Data dropped the lawsuit suggests that they were able to work out some kind of an agreement with Blackstone that could resolve the situation. And finally, given the fact that the private equity firm was reportedly looking toward closing the acquisition, that seems to be the most likely conclusion. However, it is highly unlikely that the acquisition will close for the original $81.75 given the deteriorations in the credit market and debt markets.

So, what is a fair valuation? Well, Alliance Systems recently posted a 14% drop in earnings after losses from a business unit sale and from its failed buyout. However, revenues were up about 15% to $602.7 million when estimates were looking from $601 million. Meanwhile, the company maintained that it could generate double-digit organic growth in both operating and adjust EBITDA. It was upgraded shorly thereafter by several analysts and has since risen from $39 per share to its current levels. Many now peg its value closer to $65 to $70 in the event of a buyout - still a healthy premium to the current price.

In the end, Alliance Systems appears to be heading towards a resumed buyout but it still remains very questionable. The valuation in the buyout could be dropped to $65 to $70 per share and investors must multiply that by the probability of a buyout in order to determine how much they’d be willing to pay now. Regardless, this is definitely a stock that it worth watching!

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2/8/2008 7:19:46 PM UTC  #    Comments [0]  |  Trackback